0001127602-19-035264.txt : 20191217 0001127602-19-035264.hdr.sgml : 20191217 20191217182156 ACCESSION NUMBER: 0001127602-19-035264 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20191216 FILED AS OF DATE: 20191217 DATE AS OF CHANGE: 20191217 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Gouvalaris Geoffrey CENTRAL INDEX KEY: 0001796889 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35362 FILM NUMBER: 191290841 MAIL ADDRESS: STREET 1: 400 1ST AVENUE CITY: NEEDHAM STATE: MA ZIP: 02494 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TripAdvisor, Inc. CENTRAL INDEX KEY: 0001526520 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 800743202 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 400 1ST AVENUE CITY: NEEDHAM STATE: MA ZIP: 02494 BUSINESS PHONE: 781-800-5800 MAIL ADDRESS: STREET 1: 400 1ST AVENUE CITY: NEEDHAM STATE: MA ZIP: 02494 4 1 form4.xml PRIMARY DOCUMENT X0306 4 2019-12-16 0001526520 TripAdvisor, Inc. TRIP 0001796889 Gouvalaris Geoffrey 400 1ST AVENUE NEEDHAM MA 02494 1 Chief Accounting Officer Common Stock 560 D Stock Option 59.61 2017-02-15 2026-02-22 Common Stock, Par Value $.001 Per Share 1480 1480 D Stock Option 93.42 2015-02-15 2024-02-15 Common Stock, Par Value $.001 Per Share 425 425 D Stock Option 93.42 2015-02-15 2024-02-21 Common Stock, Par Value $.001 Per Share 930 930 D Stock Option 38.15 2019-02-15 2028-02-22 Common Stock, Par Value $.001 Per Share 3144 3144 D Stock Option 86.36 2016-02-15 2025-02-26 Common Stock, Par Value $.001 Per Share 423 423 D Stock Option 41.77 2014-02-15 2023-02-27 Common Stock, Par Value $.001 Per Share 2732 2732 D Stock Option 39.31 2018-06-15 2027-02-27 Common Stock, Par Value $.001 Per Share 1961 1961 D Stock Option 50.63 2020-02-15 2029-02-27 Common Stock, Par Value $.001 Per Share 3360 3360 D Stock Option 39.31 2018-02-15 2027-02-27 Common Stock, Par Value $.001 Per Share 4114 4114 D Stock Option 36.70 2013-02-15 2022-05-04 Common Stock, Par Value $.001 Per Share 5000 5000 D Restricted Stock Units 0 2017-02-15 2020-02-16 Common Stock 639 639 D Restricted Stock Units 0 2019-02-15 2022-02-16 Common Stock 2616 2616 D Restricted Stock Units 0 2018-02-15 2021-02-16 Common Stock 2155 2155 D Restricted Stock Units 0 2018-06-15 2021-06-16 Common Stock 1782 1782 D Restricted Stock Units 0 2020-02-15 2023-02-16 Common Stock 3628 3628 D Date at which first vesting occurs is indicated. One-fourth of the total number of stock options vest on the first vesting date and an additional one-fourth vest on each anniversary thereafter, until the stock options are fully vested. Date at which first vesting occurs is indicated. One-fourth of the total number of RSUs vest on the first vesting date and an additional one-fourth vest on each anniversary thereafter, until the RSUs are fully vested. Upon vesting, shares will be issued on a one-for-one basis. /s/ Linda C. Frazier, attorney in fact 2019-12-17 EX-24 2 doc1.htm POWER OF ATTORNEY Geoff Gouvalaris POA

EXHIBIT 24

Tripadvisor, Inc.

Power of Attorney
for Executing Forms 3, 4 and 5

Know all men by these presents, that the undersigned, director or officer, or both, of Tripadvisor, Inc., hereby constitutes and appoints each of Linda C Frazier, Seth J. Kalvert, signing singly, the undersigned's true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Tripadvisor, Inc. (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;
(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities of Tripadvisor, Inc. unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of this 16th day of December, 2019
/s/ Geoff Gouvalaris
Geoff Gouvalaris